Woo Koon Chee v Scandinavian Boiler: Enforcing Consent Order for Share Purchase
In Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd and others, the Court of Appeal of Singapore addressed an appeal concerning the enforcement of a consent order for the sale and purchase of shares. The court held that the Relevant Respondents were entitled to initiate execution proceedings to enforce the Consent Order and that there was no necessity for the Relevant Respondents to institute a fresh action to compel due compliance with the Consent Order. The appeal was partially allowed, setting aside paragraph 2 of the Order of Court dated 26 January 2010.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal allowed in part; paragraph 2 of the Order of Court dated 26 January 2010 was set aside, with the rest of the Order of Court to stand.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding enforcement of a consent order for share purchase. The court held that a fresh action was unnecessary to enforce the consent order.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Others | Respondent | Corporation | Order of Court to stand | Neutral | |
| Woo Koon Chee | Appellant | Individual | Appeal allowed in part | Partial | |
| Scandinavian Boiler Service (Asia) Pte Ltd | Respondent | Corporation | Order of Court to stand | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of Appeal | Yes |
| Andrew Phang Boon Leong | Justice of Appeal | No |
4. Counsels
4. Facts
- A Consent Order was issued on 27 April 2009, mandating the purchase of the Appellant's shares in the 1st Respondent.
- The Consent Order prescribed that the completion of the sale and purchase of the Appellant’s shares was to take place within three weeks after the Valuer had furnished its Valuation Report to the parties.
- The Valuation Report was released on 8 December 2009.
- The sale and purchase of the shares did not take place within the stipulated timeframe.
- The Relevant Respondents applied for a direction to authorize the Registrar to sign share transfer forms on behalf of the Appellant.
- The Appellant opposed the application, arguing that a fresh action was required to enforce the Consent Order.
5. Formal Citations
- Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd and others, Civil Appeal No 21 of 2010, [2010] SGCA 35
- Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd and others, , [2010] SGHC 66
6. Timeline
| Date | Event |
|---|---|
| Legal proceedings commenced (Suit No 53 of 2008). | |
| Consent Order issued, mandating the purchase of Appellant's shares at fair value. | |
| Valuer, Stone Forest Corporate Advisory Pte Ltd, appointed. | |
| Valuation Report released. | |
| Sale and purchase of shares not completed. | |
| Relevant Respondents' solicitors offered to tender a cashier’s order as payment for the shares. | |
| Relevant Respondents' solicitors offered to tender a cashier’s order as payment for the shares. | |
| Appellant's solicitors requested more time to respond. | |
| Appellant's solicitors requested more time to complete the sale and purchase. | |
| Relevant Respondents applied for a direction to authorize the Registrar to sign share transfer forms. | |
| Order of Court issued. | |
| Court of Appeal decision. |
7. Legal Issues
- Enforcement of Consent Order
- Outcome: The court held that a fresh action was not required to enforce the consent order.
- Category: Procedural
- Sub-Issues:
- Whether a fresh action is required to enforce a consent order
- Interpretation of Order 45 Rule 8 of the Rules of Court
8. Remedies Sought
- Specific Performance
- Order for Registrar to sign share transfer forms
9. Cause of Actions
- Enforcement of Contract
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Indian Overseas Bank v Motorcycle Industries (1973) Pte Ltd & Ors | High Court | Yes | [1992] 3 SLR(R) 841 | Singapore | Cited regarding the principle that a consent order puts an end to proceedings and supersedes the original cause of action. |
| Green v Rozen | N/A | Yes | [1955] 1 WLR 741 | N/A | Cited as an example of a case where the terms of a settlement agreement may be enforced by a separate action. |
| Deans Property v Land Estates Apartments | N/A | Yes | [1994] 2 SLR 198 | Singapore | Cited as an example of a case where the terms of a settlement agreement may be enforced by a separate action. |
| Tong Lee Hwa v Chin Ah Kwi | N/A | Yes | [1971] 2 MLJ 75 | N/A | Cited as an example of a case where the terms of a settlement agreement may be enforced by a separate action. |
| Wilding v Sanderson | N/A | Yes | [1897] 2 Ch 534 | N/A | Cited for the principle that a consent judgment or order is enforceable while it stands, and a party affected by it cannot simply wait until it is sought to be enforced against him. |
| The “Dilmun Fulmar” | N/A | Yes | [2004] 1 SLR(R) 140 | Singapore | Cited regarding the principle that once a suit was compromised by a subsequent agreement, the original cause of action would have ceased to exist. |
| Dashwood v Dashwood | English High Court | Yes | [1927] WN 276 | England and Wales | Cited as the origin of the Tomlin Order. |
| Diversey (Far East) Pte Ltd v Chai Chung Ching Chester and others | Court of Appeal | Yes | [1992] 3 SLR(R) 412 | Singapore | Cited for the court's adoption of the terminology of a 'consent judgment order'. |
| Nim Minimaart (a firm) v Management Corporation Strata Title Plan No 1079 | High Court | Yes | [2010] 2 SLR 1 | Singapore | Cited as an example of a case where the court suggested that there would first be an order, and if that was not complied with, a judgment would be extracted. |
| Onslow v. Commissioners of Inland Revenue | Court of Appeal | Yes | (1890) 25 Q.B.D. 465 | N/A | Cited for the principle that a judgment is a decision obtained in an action, and every other decision is an order. |
| Ex p. Chinery | Court of Appeal | Yes | (1884) 12 Q.B.D. 342 | N/A | Cited for the principle that a judgment is a decision obtained in an action, and every other decision is an order. |
| Ex. p. Moore | N/A | Yes | (1885) 14 Q.B.D. 627 | N/A | Cited for the principle that a judgment is a decision obtained in an action, and every other decision is an order. |
| Shaw v. Hertfordshire County Council | Court of Appeal | Yes | [1899] 2 Q.B. 282 | N/A | Cited for the principle that a judgment is a decision obtained in an action, and every other decision is an order. |
| PJ Holdings Inc v Ariel Singapore Pte Ltd | High Court | Yes | [2009] 3 SLR(R) 582 | Singapore | Cited for the point that committal proceedings are a measure of last resort. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2006 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Supreme Court of Judicature Act (Chapter 322) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Consent Order
- Share Purchase
- Valuation Report
- Enforcement Proceedings
- Tomlin Order
- Mandatory Order
- Specific Performance
15.2 Keywords
- Consent Order
- Share Purchase
- Enforcement
- Civil Procedure
- Contract Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Consent Order | 90 |
| Civil Procedure | 80 |
| Contract Law | 75 |
| Share Valuation | 65 |
| Specific performance | 60 |
| Company Law | 50 |
| Corporate Law | 50 |
16. Subjects
- Civil Procedure
- Contract Law
- Company Law
- Share Valuation
- Consent Orders